Global Commerce

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Overview

Our Global Commerce industry team has assisted hundreds of foreign companies structure and prosper in their business engagements in the United States. We assist our clients in mitigating risks with an emphasis on lean, efficient and practical structures that allow them to capitalize on the opportunities presented by U.S. markets. We emphasize entering the U.S. with a flexible, practical plan in place, as opposed to reacting piecemeal to the onslaught of issues that arise during market entry and operational projects. Many of our attorneys and staff are multilingual and themselves immigrants to the U.S. or have lived abroad for substantial periods, so they can personally understand the concerns and perspectives of our overseas clients, regardless of origin.

We serve a broad range of clients and industries. Our clients range in size from small start-ups to mid-size family-owned and managed enterprises (such as the central-European “Mittelstand”) and large multi-national corporations that already have significant overseas business and facilities. Industries addressed by our clients run the gamut from manufacturing (with an emphasis on automotive, renewables supply chains such as solar and wind, aerospace, steel and smelting, passenger and freight rail transport vehicles and systems, oil and gas, cutting edge electrical and electronic equipment, waste handling and waste-to-energy, food, medical equipment, chemicals industries, construction), to software and IT, life sciences, pharmaceuticals and medical products, real estate development and investment, banking and private equity, and professional services.

Often, our clients follow their own clients and customers into U.S. markets so their models of market entry are tailored to their customers’ needs. Our clients generally choose between a number of modes of market entry:

organization of a sales, distribution, or support subsidiary, a strategy often driven by customer perception or immigration concerns;

licensing and franchise models that shift most U.S. business activity to U.S. partners;

joint ventures and strategic alliances with local partners;

acquisition of a competitor or partner in the U.S.; and

establishment of distribution, assembly or production facilities in the U.S.

The most appropriate market entry model depends on the needs of U.S. customers, who often have set the market entry timeline. Other relevant factors often include the level of capital to be invested and management involvement in the U.S. operation, and the unique goals and legal concerns of each business and its customers, management and shareholders. Many of our clients are family-owned and managed, so avoiding veil-piercing, product liability and similar risks, shielding assets built up often over generations in the home country, planning for inter-generational wealth transfer, maximizing tax efficiency and minimizing legal effort and formalities are of particular concern.

Regardless of the market entry model chosen, the following types of legal services are often relevant:

organization of a U.S. entity, with a view to optimizing tax efficiency, minimizing legal formalities, and isolating liability risks to the U.S. entity insofar as possible;

addressing product liability risks;

drafting various commercial agreements relevant to U.S. market entry including terms and conditions and nomination letters, and sales and distribution, licensing, franchise, supply, acquisition, joint venture, lease, loan and other agreements and contracts relevant to establishing the business

consideration to options for minimizing the level of capital investment required and financial commitments guaranteed by the home country parent;

visa and immigration processing, including E, L, H, J, O and P visa processing, as well as green card processing in all employment-based categories, including in the EB-5 Investor visa category;

economic development incentives offered by federal, state and local governments and agencies, power suppliers and development authorities, and then helping companies complete projects in the U.S., including emphasis on creative financing based on a combination of property tax reduction, tax credits, grants, low or no interest loans and credit enhancement;

transaction financing in connection with projects, development authorities, commercial and other lenders, bond financing and credit enhancement;

employment matters on a national scale, with extensive experience in representing foreign companies in all aspects of managing their employee relations, including preparing employment offers and contracts, employee handbooks and other core personnel policies, compliance with with various federal, state and local laws governing wages, hours of work, working conditions, employee benefits and prohibitions on discrimination, and defending companies in the face of claims and alleged violations;

responding appropriately but firmly to legal threats and issues when they arise, with the aim of achieving a swift, efficient, practical settlement including, if required, litigation based on an understanding of the differences between foreign and U.S. legal systems regarding dispute resolution and litigation, including cost-effective research of issues, evaluation of legal risks and likely outcomes, navigating U.S. evidence discovery rules, and defending and prosecuting suits in courts and arbitration tribunals across the country;

contractor licensing;

commercial real estate matters involving the acquisition, development and sale of real estate throughout the U.S. and overseas, including management of permitting and environmental matters arising in connection with distribution, assembly and manufacturing facilities, malls and shopping centers, office buildings, warehouse facilities, residential subdivision developments, hotels, golf courses, resorts and other types of real property; and

international arbitration proceedings administered by the International Chamber of Commerce (ICC), the International Center for Dispute Resolution (ICDR) and other major international arbitral tribunals, and the enforcement of such awards under the applicable Conventions.

Focus Areas

Experience

International arbitration counsel for Chinese-owned business entities in complex international ownership, intellectual property and unfair competition dispute. Prepared for hearing under expedited scheduling procedure, and conducted week-long arbitration hearing under JAMS Arbitration Rules and Procedures, including preparation of direct and cross-examination of Chinese-language witnesses and principals.

Represented Austria’s leading provider of aluminum for the manufacturing industry in action on account against South Carolina company regarding non-payment of invoices for shipments of aluminum products. Secured settlement for client.

A Chinese internet portal (a WOFE under Chinese law) and its U.S. affiliates in equity investments by U.S. and Asian funds.

A European manufacturer of safety pressure valves for oil refinery and similar markets over the life cycle of its North American joint venture: first in entering into the North American marketing joint venture and acquiring U.S. specification designs to round out its worldwide intellectual property portfolio, then in resolution of periodic issues arising in relations with its U.S. partner, and finally after several years in terminating the joint venture while protecting the manufacturer’s assets and avoiding litigation.

A French insurance company and its North American affiliates in a restructuring of its Latin and South American subsidiaries.

A German manufacturer of components for the railway engine supply chain and consumer products markets in establishing a manufacturing joint venture for the North American market.

A German producer and refurbisher of heavy “consumables” for the production of cold-rolled steel coil in the establishment of U.S. manufacturing facilities, including negotiation of an incentives package providing for local community financing of 70% of the initial value of the U.S. facility without guarantee by the foreign parent. Ultimately assisted the parent in selling the U.S. operation to a competitor on its exit from the North American market.

A Latin American energy fund in investment rounds in which the International Finance Corporation (World Bank), Latin America Infrastructure Fund and U.S. utilities invested an aggregate of $40,000,000.

A U.S. supplier of performance auto components to high-end automobile manufacturers in its acquisition of a German competitor.

A healthcare services provider and its principals in a recapitalization and partial cash-out of the founders involving $28,000,000 in equity and debt financing provided by a Chicago private equity fund and bank lenders.

A leading European manufacturer of consumer health care, beauty and diagnostic equipment in negotiating marketing and distribution joint ventures for the North American and Latin American markets.

A leading multinational security software, applications and tools company for consumer and business markets in defining a holding company structure to protect core intellectual property assets, drafting a portfolio of worldwide licensing and development agreements (including terms applicable to 100 million world-wide users), and in an acquisition of a “value-added” service provider in the U.S.

A significant manufacturer of components for automotive, truck, marine / military and related applications in its acquisition of a manufacturer of similar components for civilian and military aerospace, missile and satellite and manned spacecraft applications and in resolution of post-acquisition claims against the selling shareholders.

Achieved dismissal based on lack of personal jurisdiction of a claim against Israeli citizen accused of international conspiracy covering five countries and three continents. Capital Invs. Group, Inc. v. Korban, Civil Action No. 10-115-GMS-SRF, U.S. District Court (District of Delaware)

An Austrian manufacturer of solar inverters and welding equipment in legal aspects of a national site selection search, including negotiation of an incentive package valued at about $20 million in connection with its $40 million investment in a North American headquarters and manufacturing facility expected to create about 700 jobs. Further assisted in negotiation of local tax abatements and acquisition of real estate.

An international cellular telecommunications provider and affiliates in a rights offering of Common Stock and Notes with an aggregate principal amount of $180,800,000, issued and registered for resale in exchange for cancellation of $2.3 billion in outstanding notes and other unsecured claims and $140,000,000 to fund the post-restructuring business plan.

Defended a German manufacturer of textile machinery in a personal injury/products liability suit in United States District court in Warner Robins, Georgia.

Dozens of European manufacturing, consumer products, software, and professional services firms with respect to U.S. market entry strategy, including mode of market entry consuming fewest financial and management resources, protecting key home country assets from U.S. legal and business risks, general business set-up, employment, commercial and visa matters.

Managing inter parties trademark opposition and cancellation proceedings for large consumer goods company in Canada, Australia, and other countries.

Obtained recovery for an international coal distributor, in a multimillion breach of contract claim against a U.S. coal supplier. Kisano Trade & Invest Ltd. v. Winding Gulf Coal Sales, LLC, Civil Action No. 2:09-0804, U.S. District Court (S.D. West Virginia).

Obtained the dismissal with prejudice of a suit brought in the Bankruptcy Court for the Southern District of New York against an Israeli credit card company.

Provided coverage advice regarding a claim against a Puerto Rican television producer for copyright infringement (they forgot to the synchronization licenses for the music that was being sung).

Provided coverage advice regarding a claim against a major software company for the implementation of inventory control software for a Brazilian big-box home improvement store.

Provided coverage advice regarding a claim against a television network concerning use of the trademark “Boomerang TV” in the EU.

Represent Georgia Corporation as U.S. counsel in connection a breach of contract action pending in Argentina.

Represented Austrian manufacturer in US litigation against a senior executive seeking relief for misappropriation of trade secrets and breach of contract associated with US division’s research and development facility.

Represented Chinese manufacturer in arbitration proceedings before the ICDR and parallel state court litigation in US involving termination of its exclusive North American distributor and recovery of intellectual property. Obtained injunction in arbitration restraining former distributor’s further use of trademarks.

Represented Chinese manufacturer of personal computer components in US litigation with its exclusive North American distributor over control of manufacturer’s trademarks and US distribution rights.

Represented German medical products manufacturer in US litigation against joint venture partner for recovery of funds and breach of joint venture agreement in connection with venture for the development of a blood testing device.

Represented Taiwanese manufacturer of industrial gauges and valves in defense of US antitrust litigation.

Represented a German client, in its dispute with a former business partner in the US securing a release of $2.5 million in escrowed funds that the client had deposited in anticipation of its US partner meeting certain milestones.

Represented a German medical equipment manufacturer in a debt collection matter relating to a U.S. sales representative.

Represented a Swiss bicycle manufacturer in contract disputes and a personal injury suit alleging malfunction of a bicycle.

Represented a well-known German bank pursuing collection of a debt against a former German corporate officer who had moved to the state of Florida to avoid liability on a guaranty.

Represented and helped obtain a multi million dollar judgment, inclusive of punitive damages and attorneys’ fees, on behalf of a South American food company in lawsuit for fraud and rescission. The lawsuit involved complex discovery involving international logistics and foreign entities in numerous countries.

Represented and helped obtain a multi-million dollar judgment, inclusive of punitive damages and attorneys’ fees, on behalf of South American food company in lawsuit for fraud and rescission. The lawsuit involved complex discovery involving international logistics and foreign entities in numerous countries.

Secured complete defense award and recovery of costs and fees on behalf of a national food broker in a proceeding in Paris.

Secured “business divorce” in a litigation field by the U.S. private security and in connection with rights to technology developed in Russia. Accelbeam v. Zhilkov, Philadelphia Court of Common Pleas.

Served as an expert for Internal Revenue Service on international legal issues and international currency regulations. Buyuk LLC v. Comm’r, T.C. Memo 2013-253, 106 T.C.M. (CCH) 502 (T.C. 2013).

Subordinated lenders in the exchange of $300,000,000 in accrued subordinated debt of a map publishing house for newly issued equity securities.

Successfully defended an international manufacturer of chemical additives in multi-state insurance recovery litigation.

Successfully defended global software manufacturer against claims for alleged breaches of representations and warranties made as part of a purchase and sale agreement.

The Taiwan subsidiary of a German provider of testing and measurement services in its acquisition of a measurement and testing services business in Taiwan and the U.S. subsidiary in its acquisition and disposition of various businesses, establishment of joint ventures in Canada and the U.S., and ongoing corporate and commercial issues.

The shareholders of a family-owned publishing business in connection with the sale of substantially all of its assets for $20,000,000 in cash and NASDAQ-listed Common Stock of a publishing and media holding company.

U.K. and Boston-based hedge funds in PIPE investments in various NASDAQ-listed companies.

Various U.S. subsidiaries of foreign-headquartered manufacturers for the automotive supply chain in negotiation of commercial arrangements with the major automotive OEMs, including in connection with insolvency risk of customers and shut-down of U.S. assembly and manufacturing facilities.

Various component manufacturers for the wind-turbine, solar, and automotive supply chains in establishing U.S. assembly, manufacturing and distribution operations throughout the United States.

Various private equity funds in venture capital investments in technologies throughout the U.S. and Israel.

Various public companies in their implementation of rights offerings (e.g., “poison pills).

Related Industries

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Global Commerce Video Series

We are pleased to present a video series that covers topics relating to international business dealings in the U.S. The succinct videos include real world examples of common issues that foreign businesses face.

We welcome your interest in AGG. However, we cannot represent you nor can we treat unsolicitied information as confidential until we know that doing so will not create a conflict of interest. Accordingly, please DO NOT send information about any matter unless you have a written engagement letter from us stating that we represent you as a client.